What's Worth Protecting
by Mako Red Eyes
Summary: TFP: Soundwave knew better than to act on impulse, but doesn't always listen to his own advice. In saving the human's life, Soundwave dramatically alters his own. Xeno slashfic 24yr old RafaelxSoundwave
1. Chapter 1

What's Worth Protecting: TFP Soundwave knew better than to act on impulse, but doesn't always listen to his own advice. In saving the human's life, Soundwave dramatically alters his own. Xeno slashfic

Rating: M for language and sexual situations.

Warnings: XENO. Mech/human slash

A/N: Gettin' a bit weird here... but the idea just wouldn't leave me alone. No flames, plz. I already know I'm weird.

oooooooooooooooooo

His heart pounded with excitement. _This is it!_ He had him for sure, this time, he was _certain_. After years of doing battle weekly, one measly triumph would surely be his. He could see no way around it. Rafael Esquivel grinned, thrilled.

"Hey- Hey Bee!" He gasped, hands trembling as he reached once more for the keyboard of his laptop. "I think I got 'em!"  
He stared raptly at the screen, waiting. Bumblebee shuffled up to peer over his friend's shoulder, beeping excitedly.

Then, all at once, Raf's face fell, and he threw his hands up.

"Awwww! Damn it!"

Across the screen of his laptop read a single word:  
**Checkmate.**

"Aww, maan!" He groaned, rubbing his face in frustration. "I thought for _sure!_"

Bumblebee let out a long series of beeps, and one final, staticy squawk that made Raf cringe. He chuckled despite the profanity.

"Some day, Bee… I'll get him." Bumblebee let out another series of plaintive noises, walking off in exasperation. Raf heaved a sigh, closing out of the game and heading for the communal chat room that hosted the online chess matches. He couldn't help but smile just a little bit as he contacted his opponent.

**AutoRacr: You just enjoy giving me that itty bitty hope I'll win before you plaster me, don't you?** He wrote, already well knowing the answer. This was a very, very old game. It took almost no time for his opponent to respond.

**OnlySilence Wrote: Of course. You loose so elegantly, after all.**

Raf only smiled at the familiar taunt.

**AutoRacr: I wonder if you'll do so well when **_**you**_** loose!**

**OnlySilence Wrote: Outcome is impossible. **Raf shook his head. Typical.

**AutoRacr: Nothing's impossible. Good game.** With that, he signed out. It had been a good game. One of the best of recent.

Rafael still didn't quite know what had possessed him to challenge Soundwave to the first round, years ago. Something between wanting a rematch with the talented hacker, and needing to call out the mech's ruse. The player "OnlySilence" had been undefeated for over a decade at the war game, too many of his methods, and even, despite having never heard the mech's voice, his style of communication, absolutely screamed Soundwave, and one night, Raf had blatantly called him out on the message boards with "Autobot Racer Raf challenges Soundwave to a rematch."

He had not been disappointed, though he had been completely, and utterly beaten.

It hadn't stopped him from posting the message again exactly one week later, and again had been duly obliged.

Since that first online chess match between Rafael and Soundwave there had been nearly 600 matches, one nearly every Tuesday night. It was no secret. In fact, in a certain way, it was a tiny aid to the Autobots.

"Ratch, he's not online." Raf said, somewhat glumly. Ratchet stiffened.

"You're sure?" He pressed. Raf waited a few more minutes, watching the screen. Over time, the fierce rivalry he shared with Soundwave had turned almost into a tenuous sort of, dare he think it, friendship. On the battlefront, they would always be enemies. When one was trying to hack the other's system, or block the other out, they were fierce competitors. On line, under the mask of anonymity, they had chosen to exploit their differences for the sake of fun. Soundwave had once admitted to life on the _Nemesis_ being exceptionally boring, save for the occasional attempted coup or raid. Soundwave was like clockwork, and kept Megatron's ship running as such.  
He also kept his dates with equal reliability and precision.

"Yea, he's seven minutes late," Raf said at last.

It was for this reason that the Autobots had discovered Soundwave's occasional no-shows for Raf's games to be a timely warning for attack. Ratchet nodded.

"I'm calling Optimus."


	2. Chapter 2

Soundwave stared down curiously at the figure before him. For all appearances, a miniature mech, no greater than about eight feet tall stood before him, its domed helm angled up at a harsh angle to gaze back up at him. All around him, a battle roared, but he took the time to consider this new thing. The mech was almost painfully white, the dust and grime of battle not seeming to have reached the armor yet, and the only interruption of color was a pair of bright red Medic crosses on either shoulder. Soundwave had spotted the mech trotting off towards a fallen Autobot, Bulkhead, as he'd hit the ground hard with a groan, and had stepped in the mech's path, blocking him. All at once, the helm tilted back, opening up like a lid to reveal the much smaller human head within.

So not a mech at all, but a suit with a human driver.

"Soundwave."

Dark brown eyes that matched an equally deep tenor voice gazed up at him from behind the clear lenses of the optical devices some humans wore. It took Soundwave a moment to connect the face – dramatically changed and yet somehow exactly the same- to the image in his databanks.

He had neglected to consider how much a human, especially a sparkling, could change in twelve short solar cycles. While the time was nearly negligible to Soundwave, Rafael Esquivel had gone through a remarkable change, developing from sparkling to full-grown adult. He had noted the human's increasing intelligence and competence, but had not considered what this maturity meant.

He leant back on his pedes just a little as the human smiled up at him faintly.

"Care to let me by? I'm unarmed." He said, smirking crookedly. It was clear that he had no true expectation that Soundwave would do as asked. Furthermore, 'unarmed' was not quite accurate. Mostly unarmed, Soundwave noted. There was a rather sizeable laser rifle magnetized to the armor covering the human's hip. Soundwave hesitated, considering his course of action, amused by the young man's pluck. He noted that the Autobots were loosing, already falling back, and considered that there would be no real harm in allowing the human to attempt to help his injured comrade. He shifted his weight, about to step back, but stopped, startled by a nearly blinding flash of red light. The human gave a cry of pain, toppling backwards battle suit and all, and the roar of jet engines drew Soundwave's attention skyward as Starscream shot by overhead, his devilish cackle of gee trailing in his wake.

"Rot, fleshbag!"

Starscream started to circle back for another shot, but the Autobots interrupted his assault just long enough for Soundwave to respond. Reacting blindly, he snatched the human up as he crawled, gasping, out of the suit, and took a running leap into the air. Partially transformed, he jetted off into a nearby canyon, and disappeared before anyone noticed what had happened.

oooooooooooooooooooo

Soundwave crouched under the rocky outcropping, listening. He was wary of many things, equally cautious of signs of an Autobot attack, or Starscream returning to finish the job. He had doubted that the jet would abstain from a kill simply because one of his supposed allies was in the way. In fact, Soundwave pondered sourly, it'd probably encourage him. While the thought certainly didn't drive him to weep at night, Soundwave had no misgivings of what his fellow Decepticons thought of him.

And so he listened, aware that to an extent, everyone was, at that moment, a potential threat.

All he heard was Rafael's ragged pained breathing. At length, Soundwave glanced down to assess the injured human cradled in one arm. He had never bothered to educate himself on human anatomy, but he did know what the facial and body expressions humans used were nearly identical to those of Cybertronians. This human was curled up tight, clutching at his injured right shoulder with his left hand, his face twisted into a snarl of agony. Foolishly, despite his peril, his eyes were clamped shut against the world. Thick red blood was beginning to gush out from between the young man's fingers.

Soundwave recoiled a little, the sweet, coppery smell repugnant. Scanning his surroundings one more time, he carefully crouched ever lower, setting the prone human out on the sandy canyon floor as gently as he could manage. Rafael allowed this much passively, but resisted when Soundwave tried to pull his hand away from the wound. He vented out a sigh and carefully tightened his grip on the soft, fragile wrist, and pried it up and away, forcing Rafael to reveal the wound. Behind the mirrored glass of his faceplate, Soundwave ground his denta. The injury was a gory mixture of charred flesh, shattered bone and blood, the Null-Ray charge had bitten clean through the human's torso. Soundwave shuttered his optics. He could look at bits of torn cables and shattered gears and globs of spilled Energon all day, but the messy slop of nearly-destroyed organics made him ill. Soundwave crushed the feelings down, snuffing all emotion, and forced himself to truly observe Rafael's condition.

His shoulder was utterly destroyed, that much was obvious, but it didn't appear that anything vital had been hit. Still, loosing that much bodily fluid, be it Energon or blood, was never a good thing, and the human was still fighting his grip weakly, desperate to cover the wound again. Soundwave desperately linked up to the world wide web, searching through emergency procedures on what to do. There were so many techniques, these small, fleshy creatures were so fragile…

"T-tear m-my shirt off…tie it tight over the-th-the…" Rafael trailed off, not wanting to say it. Soundwave dropped the search on emergency first aid procedures he'd been conducting, and simply obeyed. He delicately slid a single finger up under the frail cotton covering, careful to avoid the injured side of Rafael's body at large, and with one effortless tug, had torn the fabric hem to collar. The young man struggled to shrug out of it, one side completely immobilized and the fabric damp and sticky with blood. At length, he'd managed to sit up enough for Soundwave to wrap the fabric around the injured portion of Rafael's shoulder and chest. The Decepticon carefully tied a knot, watching the human's face for signs of discomfort.

"Ngh… Tighter…'s gotta hold the wound shut…" Soundwave frowned behind his mask, but nodded, pulling the knot tighter. Rafael gasped, grimacing in pain, but nodded. "G-good." He relaxed back against the dirt, his eyes clamped shut and his mouth pressed in a wire-thin line. Soundwave watched the formerly white fabric wrapped around the wound turn increasingly red as he ran his scanners on high alert. The battle had ended, the Decepticon and Autobot armies alike had gone, and the desert was silent. Could they really have failed to notice one of their own was missing? To abandon any stragglers was a common Decepticon trait, but he had assumed the Autobots were tighter knit than that. Or at least smart enough to notice one of their pets was lost.

The sun was beginning to set, the searing orange globe seeming to perch right on the horizon, and the shadows in the canyon had grown long, turning the crevices dark cobalt. It seemed apparent that no one would be coming for neither human or Decepticon. Soundwave shifted, wanting to return to the _Nemesis_, knowing that he should; that there would be hell to pay at best if he didn't do so promptly. While he had done many things during his servitude to Megatron that no other would have gotten away with, he doubted this infraction would be one. He glanced down at Rafael, and noticed the human was shivering violently. His complexion was remarkably paler, even in the dark, than it had been earlier, and despite the shivering, sweat was beading faintly on his forehead, the shaggy mop of wild brown hair beginning to cling at the tips.

Left alone through the night, the human was unlikely to survive. Guarded by Soundwave, his chances were only marginally better. There was no way that Soundwave could safely get him to a human hospital. A giant, faceless robot, no less a UAV, carrying a horribly injured human would certainly blow his cover no matter how he slanted it. Forget explaining the injury. And, even loathe as he was to do so, there was no chance of scanning a more innocuous vehicle from the bottom of a desert canyon, hiding under a rock.

The only thing that he could reasonably do for Rafael would be to contact the Autobots. This was no simple task, however. He was not exactly privy to any of their private comm. channels. He settled down into a more comfortable position, settling his back against the rock face behind him and his aft, grudgingly, on the ground, as he prepared to hack the Autobot main base computer. The changed position brought his legs out straight from under the outcropping, Rafael curled somewhere between his knee joints. The human cracked an eye open curiously at the sound of movement all around him, and Soundwave couldn't fully repress the shock of mortification that went through his processor at the grateful smile that was turned his way.

oooooooooooooooooooo

Soundwave hadn't bothered to monitor the local time codes, but it was definitely closer to sunrise than the sunset the evening before when he finally got cracking on the final firewall. It would have taken him nearly all night by the time he finished. The irony that he was going through all this work and effort, when he'd never bothered to despite the war before now, for nearly nothing left him feeling more than a little disgruntled. It's not like he could learn anything from the exercise, either. Once the Autobots noticed that their expansive security system had been breached, it would all be re-written, tighter than ever. If anything, they stood to learn about Soundwave's methods. For a moment, the thought was almost enough for him to simply stand up and walk away right there, to the Pit with the Autobots, and to the pit with this feeble, pathetic little human.

Of course it was just about the exact same moment that Soundwave was pondering this new course of action that Rafael's teeth started to chatter uncontrollably. The sound, alarmingly loud in the hush of night, startled Soundwave out of his grump and he glanced back down to the human, admittedly worried. He reached down and carefully nudged Rafael's knee with one knuckle, hoping to tug the man back to reality. He'd already done this several times through the night, and each time it'd been enough to pull Rafael back into some semblance of control, at least for a while.

This time, however, nothing happened, except that the human began to shiver harder than ever. Soundwave could see fresh blood blooming into the already soaked shirt binding the wounded shoulder. He nudged Rafael again, and this time the human's good hand shot out, fever-hot grip catching Soundwave's single fingertip.

"C-colllllld…" It was the faintest breath of a whimper, but Soundwave heard it, and he resisted the urge to pull away from that too-warm hand clinging to him.

Hesitation gripped Soundwave. He knew, on a fundamental level, what Rafael needed, but he wasn't certain if he was equipped to deliver. He was still debating with himself about what he could, should, and would do for the human when Laserbeak suddenly rattled against his chest, letting out a low chirr. His focus swung to the symbiot. The bird like mechanism continued to struggle against its restraints within Soundwave's chesplates until he finally, reluctantly, released it. The miniature flyer delivered a single thought before disappearing into the black sky: _Protect_.

That last nudge motivated Soundwave. He gently pulled his finger free of Rafael's grip, and then reached down with both hands. Carefully, like lifting so many eggshells, he brought the human up off the ground. The shivering abated but only because Rafael was holding his breath as he watched Soundwave with saucer-wide eyes. He cradled the human against his chest armor for a moment, still hesitant, but Rafael's eyes were beginning to glaze with incoherence, no matter his obvious curiosity.

Soundwave let out a low, rattling ex-vent, steeling himself momentarily before focusing_._ He listened to the gentle slide-click of his chestplates shifting per his command, changing shape to accommodate their new purpose, and in but the passage of a few of the human's heartbeats, there was a gap. With just enough space to conform to the human's size, if he stayed curled as he was, Soundwave was able to tuck Rafael in close, against his bare protoform, a mere centimeter of warm metal between that outermost skin and the farthest wall of his sparkchamber. He couldn't resist the faint shudder that cracked down his spinal-struts, his spark practically crawling from the proximity of this alien life-force. It took all of his will to keep from forcibly rejecting the feeling and casting the human out into the night as if he were some sort of contagious vermin.

Truly, it was only Rafael's clearly audible sigh of relief and appreciation that quelled Soundwave's reaction. At length, the scout leaned back once more to rest against the rocky canyon wall, letting the human rest as he once again turned the greater majority of his focus on finishing hacking the Autobot mainframe. The only other interruption that night was the softly murmured "Thank you, Soundwave," that rose up from somewhere over his spark.

oooooooooooooooooooo

The message, written in the most common form of Cybertronian, that Soundwave had managed to imbed into the Autobot mainframe's core system was simple enough:

_**Alien Autobot designation "Rafael" critically injured. Severe structural damage. Heavy loss of 'Energon.' Bordering stasis-lock. Prompt medical aide crucial. Coordinates: 40.375844,-115.900269.**_

Soundwave had no doubt that the Autobots would _find_ his message. Their network would be unable to function until someone actively acknowledged the message, and despite the fact that some Earthly vocabulary simply didn't _exist_ in Cybertronian, he was certain it was legible enough. It was whether or not they would respond that concerned him. As the sun began to rise, Rafael's condition had stabilized somewhat, the warmth radiating from Soundwave's frame enough to ease the chill from the night and blood loss, as well as, perhaps, some of the pain. Soundwave remained patient, focusing on accepting that either the Autobots would arrive in time to find their friend alive, or they wouldn't.

Finally, as the twilight of dawn broke into daylight, Soundwave detected the low rumble of a quartet of engines, bouncing pell-mell through the rocky desert. As the noise grew more distinct, Soundwave eased himself off the canyon floor, careful not to disturb the human still tucked against his chest. Holding one hand over Rafael to keep him from slipping free, he stepped out from his alcove, and waited.

Eventually, the crescendo of roaring engines and crunching tires came to an abrupt stop upon the cliff-face directly above where Soundwave stood. The early morning sun shone brightly behind the quartet of silhouettes, and he took a step back, into plain sight.

"Soundwave," the unmistakable, booming voice of Optimus Prime did nothing to quell the Decepticon's poise as it was meant to. Soundwave tilted his head to one side slightly, listening. "Relinquish your hostage."

Hostage. Of course. Soundwave stepped further back against the far wall of the canyon, and spread out his free arm, keeping the other tucked tight around Rafael, in a gesture of amity.

"We're going to have to go down there," a rough voice commented from behind Optimus. The medic, Ratchet. Soundwave nodded, keeping his free arm spread. He didn't think he could leap, fly, or otherwise scale the canyon wall without further disturbing his human charge.

"W-what if it's a trap?" And Bulkhead, apparently fully repaired once more. The crass string of beeps from Bumblebee made Soundwave smirk slightly to himself. _Touché._

"I believe that if this was intended to be a trap," Optimus mused aloud, "That it would have sprung by now." Soundwave nodded again.

"Where _is_ Rafael?" Ratchet broke in, exposing his concern. "In your message you said-" Ratchet cut off as Soundwave lowered his arm slightly to allow the Autobots a view of the human tucked into his chestplates.

Soundwave would have normally enjoyed the four matching looks of shock he received, but in this case, it was only a queasy reminder of his own discomfort. The gasps of horror from both Optimus and Ratchet were clearly audible even from the distance, and Bumblebee looked like he might involuntarily shut down. Bulkhead's lipplates curled in disgust.

Soundwave knew each of them had carried humans in their alternate forms, and doubted that any of them would openly admit to feeling truly objectionable to it, but letting anything in past the armor was a wholly different story. Even among Cybertronians, only mated pairs would occasionally allow another in as deep as the protoform, and even then only extremely rarely, at their most intimate moments.

The Autobot's reactions were stretching the end of Soundwave's patience, and he made a sharp gesture with his free hand. _Get down here._

Ratchet moved first, taking a surprisingly nimble leap over the cliff edge to slide down the steep face on his heels. Optimus and Bumblebee trailed behind him, though Bulkhead lingered topside, standing guard.

As Ratchet approached arm's reach, Soundwave carefully unfolded his chestplates so that he could lift the only partially conscious human. The Autobot Medic's optics spiraled wide open in horror as he took in Rafael's condition. He glanced from the human to Soundwave as he gently lifted him into his own arms.

"You…" Ratchet swallowed what he originally intended to say, and looked to Optimus. "We owe our gratitude. There is no way he would have survived the night like this without Soundwave's aide." Optimus nodded.

"Get going, Ratchet. Time is of the essence." Ratchet nodded and had crouched, prepared to transform around his patient, when from above, Bulkhead gave a startled scream as he suddenly toppled from the cliff face to join the others below. What had dislodged him was suddenly apparent as Megatron stepped into view. Everyone froze, Autobot and Decepticon alike.

"Isn't _this_ fascinating," Megatron purred in that dangerous tone of voice that Soundwave knew meant death. Already his systems were flaring into overdrive in alarm, his senses sharpening, his chestplates folding back into their normal configuration without conscious command. He was horrified to realize that he had not sensed so much as the barest hint of his master's approach. "Eloping with vermin, Soundwave?" Soundwave shook his head. Not that he could explain himself to Megatron, when he couldn't fully explain his actions to himself. He could distinctly hear the faint whine of Megatron's fusion cannon warming up, though the former gladiator's stance was still seemingly passive. Slowly, the cannon arm began to rise from it's relaxed position, even as Soundwave frantically tried to compose some sort of explanation and comm. it privately to Megatron. The Decepticon leader would have none of it, however, blocking Soundwave out. Did he dare attempt to hack Megatron's firewalls? Soundwave couldn't guess if that type of pluck would amuse or infuriate his lord.

"I do not recall 'eloping' ever being synonymous with 'holding hostage,' Megatron." Optimus broke in. Soundwave hadn't realized how violently his spark had been pulsing until it seemed to stutter momentarily in his chest. Was the Autobot Leader attempting to cover for him? Megatron smiled toothily, indicating he wasn't buying it.

"Oh, but Optimus… I think, given time, that you'd discover with Soundwave, here, it often _is._" The final word was punctuated by a blast, and Soundwave barely brought his arms up in time to defend his spark, the cannon blast searing both forearms and a broad majority of his chest armor. He staggered back, shocked, and had no time to attempt to block the second shot, fusion-cannon fire hitting him square in the faceplate. Soundwave keeled backwards, colliding with a crash against the stone wall rising up behind him.

His sensornets were flooded with pain, vision and sound flickering in and out as he slid limply to the canyon floor. Through the haze of agony he heard blaster fire erupt all around him, the Autobots retaliating against Megatron's attack, and a single, human voice shouting his name. His only relief was the gentle nudge of Laserbeak's signal from where the symbiot circled safely high overhead as Soundwave slipped offline.


	3. Chapter 3

Wherever he was, it _hurt._ Soft noises echoed dizzyingly, making anything difficult if not impossible to follow, and often painfully amplified. He carefully cracked open one optic shutter, and bright white light seared in, making him physically jerk, which made everything else ache. Every joint in either arm, right up to his shoulders was stiff and throbbing dully. He suddenly recalled the ironic memory of a human's description of the so-called hangover, the unfortunate side-effect of overcharge, from what he understood. High-grade was not his thing, and so he was not remarkably clear on which of these side-effects Cybertronians were subject to, but he was certain none of it would hurt _this_ much.

"Ratchet!"

No. That wasn't his name…

"Ratch! Hey! _Ratch!_" The femme's voice was pure torture- far too high in pitch and far too _loud_. He cringed, setting off more pains like sparks over his sensornet. Stagnant energon in his tanks sloshed, and for a moment Soundwave worried he might purge.

"Miko, don't yell." Came a calmer, cooler voice. A familiar one, one that flooded Soundwave with relief. "Ratchet's coming."

Abruptly, a shadow fell over his optics, and Soundwave could smell the clean tang of fresh coolant.

"You took one hell of a hit, Buddy." The voice-the pleasant one- said.

Oh.

_Oh._

Soundwave's memory banks finally rebooted fully, stored data coming back in flashes. The battle. Starscream. The human…_Rafael_. Blood, bone, and the odd compulsion to _help_. And then Megatron, cannon fire, and pain. And now…he was with Autobots.

Rafael had placed a coolant-soaked towel over Soundwave's optics, and the wost of the ache left in a rush of cool relief.

His optics.

Soundwave sat up, one hand compulsively leaping to his face, optics flying open as the towel fell away, despite the searing glare of the lamps above him.

"Easy there!"

Rafael was up on the large medical berth with him, tugging at his elbow to get him to lay back.

"You've been in stasis for well over a week," Ratchet approached, putting his much larger, stronger hand on Soundwave's chassis and effectively doing what Rafael had failed at. "We've completed all of your repairs, save for replacing your face mask-"

"That includes picking all the shards of screen out of your face," the femme piped in again. Soundwave tilted his helm enough to shoot the petit woman a glare. She shot him an entirely unrepentant grin.

"-Which I am happy to rebuild for you, with your assistance." Ratchet finished, also shooting the woman, Miko, a stern look.

"Buuuut we're definitely gonna need the specs on the design, because Ratch 'n I couldn't figure it out." Rafael added, grinning crookedly up at Soundwave. The young man's arm was in a sling but there was no other immediate evidence of injury. Soundwave found himself scanning the human before he'd really considered what he was doing. Rafael seemed to know what was happening without any physical indication, his smile softening. "Heh, still pretty sore." He said, tilting his head towards the injured shoulder. "But not about to drop dead, thanks to you."

Soundwave resisted the urge to fidget at the expression of gratitude, glancing away.

oooooooooooooooooooo

Soundwave could not contact Megatron. Nor could he reach any other Decepticon for that matter. He'd been thoroughly shut out, clean down to the lowest laborer level Eradicon. He was trapped in the Autobot base, unable to venture outside in order to protect its secret location, and unable to wander too far though the clearly subterranean hideout for more or less the same reason. He had been told under no uncertain terms that he was free to stay or leave, whatever he chose, but he had no idea where the _Nemesis_ was lurking, and even if he did, he had gained little intelligence on the Autobots that might earn him amnesty against his comrades. Megatron did not have a forgiving spark, and if Soundwave was to return to his master and survive, it would be bearing numerous carefully chosen gifts.

Soundwave, if he were honest with himself, was reluctant to sell the Autobots out. They had, in turn for Rafael's rescue, likely saved his life. Furthermore, Ratchet had worked tirelessly day in and day out on reconstructing a new face mask for Soundwave, with the same diligence and care that he would for one of his own.

Soundwave glanced down to the figure poised between the tips of his pedes, grinning up at him.

This all may have had much to do with Rafael.

The human was abnormally considerate of Soundwave. He was remarkably conforming to Soundwave, not bothering to attempt conversation, unlike the others who thought it sporting to try and goad him into speaking. He kept his eyes averted from Soundwave's woefully exposed face, though Soundwave was sure he'd been careful to give no indication of how truly uncomfortable he felt this way.

He was also sharply aware of Cybertronian physiology and cultural ideologies. Soundwave had discovered that the human had spent the last decade studying directly under Ratchet, sponsored by the human government to do so. While the other two human pets, Jack and the woman, Miko, came and went, albeit frequently, Rafael lived with the Autobots. He had devoted his existence to learning all he could about, as he inelegantly stated, the "Care and Feeding of Cybertronians."

The idea was almost beyond Soundwave's grasp. Why any human would care _that_ much was beyond him. At least that's what he told himself. But then, he riddled, why put your life, your very purpose and existence on the line to save the life of one measly, pathetic fleshy organic alien. And an ally to his enemy, no less.

Down below, Rafael was holding up an oversized chess board, grinning.

"Wanna play?" He asked. "You've got to be bored, by now, sitting and waiting."

Bored didn't cover it. He'd been sheltered by the Autobots for thirteen solar cycles total, now, though the first ten he had been in stasis for repairs. The last three had been spent waiting on Ratchet as he worked on the new face mask. Though Soundwave's processor was far from idle, there was only so much going on that really sparked his interest.

Rafael's chess board was clearly designed with a Cybertronain in mind, the thin board the size of a small human table, and the pieces were nearly as tall as Rafael's forearm was long, clinging magnetically to the board. Soundwave could see the man's injured arm begin to tremble with the effort it took to hold it up, and bent down to liberate him of the load. Rafael's good hand immediately moved to cover his injury, caressing some of the ache away. His smile was all the brighter. Soundwave set the board down next to him on the medical berth where he'd been seated, and then stooped once more to hoist Rafael up to join him. The human clearly took this as an acceptance to his invitation and gave a small cheer of joy.

"All _right!_" Soundwave couldn't help the flood of bemusement at the human's enthusiasm. "I've been just itching for a rematch. Yanno…since you've stiffed me for two weeks in a row!" Soundwave shot him a frown. _That_ was not his fault. Raf only smiled easily and rotated the oversized game board so that Soundwave's preferred side was within his reach.

"White first move, Soundwave."

oooooooooooooooooooo

"Aww, C'mon, Ratch! Don't make me hack the lock!"

Rafael and Ratchet were arguing.

"If I have to, I'll do more than 'make' you behave!"

"It's not _that_ bad!"

"You're not structurally sound enough for that type of exertion yet!"

"I've got _two_ arms for a reason, Ratch!" Rafael argued, visibly pouting. "I'm not _completely_ gimp!"

Soundwave took a moment to do a search on the definition of 'gimp.' The Humans and their prolific use of slang would eternally puzzle him.

"Yes but for that type of exertion you need to be completely _un-gimp_." Ratchet retorted. You three work up a sweat every time, even with _three_ of you, and Miko and Jack aren't here to help."

"Well yea when we're buffing _gouges_ out of you guy's armor, it takes some elbow-grease!" Human elbows needed grease? "His armor's just scuffed; it'll be like glass in no time!" Rafael threw his good arm out in a broad gesture towards Soundwave, who straightened up slightly as the attention turned back to him.

He hadn't signed up for this, and he hadn't been given an option to make a choice in the matter, much to his vexation. Ratchet was eyeing him scrupulously, as if needing to take a second look before conceding to Rafael's assertion. Soundwave recoiled under the scrutiny. Ratchet abruptly changed tactics.

"Are you going to allow this?" He demanded, gesturing almost violently towards Rafael. Soundwave cycled his optics rapidly, flummoxed. He didn't know. On one hand, he could easily see the argument from both sides: Rafael was fit enough if he didn't strain his injury, but if he did push himself too far it'd be on Ratchet. Furthermore, while a good wash and wax hadn't come Soundwave's way in _eons_, he wasn't sure how he felt about a human… He noticed Rafael gazing up at him hopefully. Primus, the little fleshbag really wanted this. Letting out a harsh ex-vent he threw his arms up in defeat, and played back a clip of Ratchet's own exasperated voice.

_"Oh, FINE!"_

The plating above Ratchet's optics rose up to disappear under the crest of his helm. The medic looked torn between amusement and insult. Rafael looked terrifically pleased with himself.


	4. Chapter 4

A/N: There's a scene censored from the later part of this chapter. For the sticky (18+) version find it on my TUMBLR page: warbird27. tumblr. co

m/post/22574899781/fic-whats-worth-protecting

**EDIT 7.22.12** (yes, I had to break up the fragging address this way because fanfiction net automatically ERASES OUT ANYTHING THAT LOOKS LIKE A FUCKING WEB ADDRESS YOU FUCKING ASSHOLES.) Anyway, copy all of that starting at "warbird" to the end of "protecting" and then delete out all the spaces, and it SHOULD work now. Huge apologies to everyone who's tried what was up there before, and couldn't get it to work. That being said, FF net is turning into douche-country, if anyone knows any other good forum/literature posting sites, let me know. I think I'm going to move.)

ooooooooooooooooooooooooooo

Soundwave sat dripping in the enormous washroom, allowing Rafael to pat his shin plating dry with a blanket sized towel. The human had informed him that he'd need at least a good rinse before polishing, or any grit that might get trapped under the little electric buffer he held would only cause painful gouging. He now sat patiently, allowing the human to help because he'd insisted, and stared at the little drifts of sand that had been washed out of his systems. He was somewhat horrified by what a mere solar cycle out in the desert had done to him. His human companion had merely laughed, saying "that's nature for ya."

Soundwave eventually commandeered the towel and made quicker work of Raf's efforts, and was thusly directed to a nearby bench in the washroom. He watched the human gather up his supplies, priming the little human-sized buffer. It appeared bulky in Raf's hands, but he held it with ease, even when favoring his injured arm. Soundwave laid himself out gingerly on the bench once Raf had gotten the buffer primed, and watched, half interested, as the human again started from the shins up.

The first touch of the buffer made Soundwave twitch, the sensation almost tickleish, but then Raf leaned his weight into it a little and Soundwave was able to relax. In truth, the sensation, when not too light, was delightful. His armor was warming pleasantly from friction, and the deep, soothing caress curved all the prickles and pings of pain left in his sensor net from his recent repairs. At length, he allowed himself to sink into the sensation, suddenly aware that here, there was no need to defend himself, no need to be hyper-alert and constantly on standby, be it for orders or against potential attack. Whatever the Autobots might have begrudged him, they did not express it. He was beginning to suspect that Rafael begrudged him nothing.

Raf shined the outer armor on either of Soundwave's legs and then skipped to his arms. Soundwave was distantly curious of the man's change of track, but didn't dwell on it, simply lifting each arm in turn obediently so that Raf could have easier access. When the buffer passed over the plating above Soundwave's spark-chamber, his ventilations hitched, if only barely. If Rafael noticed, he gave no indication of it. When the touch moved south, passing over Soundwave's lower abdomen, his composure started to break up. The sensations were alarmingly erotic, and Soundwave couldn't stop the slight jerk of his hips, but Rafael continued on resolutely, seemingly oblivious. Soundwave clamped his optics shut, trying to regain his mental balance. This was merely a cosmetic procedure. Just because Soundwave had gone the better majority of his existence alone didn't mean the barest pleasant stimulation would compel him to lose control. This was a _human_ and his goofy little machine, not a potential-

Soundwave's processor literally hitched mid-thought as his spike abruptly pressurized, colliding with a loud and painful metallic _thunk!_ against his resolutely shut interface panel. Rafael paused for just the slightest moment, and then continued on. A pass over his inner thigh made Soundwave jerk violently, his knees coming up reflexively, and this time, Rafael lifted the buffer away. To Soundwave's horror, he watched as the human reached out and placed a hand directly over Soundwave's interface panel cover. It was clear the metal there was almost searing-hot to the touch, as Rafael quickly pulled his hand away. Soundwave shuttered his optics, shamed.

"This isn't all that unexpected," Rafael said softly. "Just roll with it. The more you fight, the more uncomfortable you're going to be." Soundwave's optics lit again, and he sat up slightly and stared at the human in mixed awe and horror. Rafael stared back flatly, as if this were perfectly normal for him. The young man smiled abruptly and the buffer was back on Soundwave with renewed vigor and _oh!_ Soundwave's hips jerked again, his long fingers curling around either side of the bench he lay on in an attempt at stabilizing himself. He could feel the charge beginning to build, the plating across his chest showing visible arcs of electricity. Rafael was working on the other thigh…it was almost over if he could just hold it together a few more minutes Soundwave could crawl off into a hole somewhere and hide for a millennia or two without having to do anything rash.

_Frag! _It was too late, and Soundwave scrambled to try and nudge Rafael away, worried the electric charge, when it finally gave way, would at best toss the man across the room, if not completely fry him. Instead in a single nimble leap Rafael hopped up to straddle Soundwave's upper abdomen, and from there performed an expert twist of the buffer over Soundwave's panel. The Deception jerked roughly, suffering a confined release as he held the panel carefully clamped shut. He watched the electricity arc harmlessly over the human, Rafael keeping himself from grounding against the bench, though the buffer toppled to the floor with a clatter. As the last crack of overload shook Soundwave, his vocalizer crackled to life without his permission.

"R-Rafael…!"

He collapsed backwards, flat against the bench as he came down, ventilations roaring. Tiny beads of condensation were forming across his body as his armor cooled back down. Rafael slid from his seat atop Soundwave quietly, settling into a crouch near Soundwave's elbow. The human was watching him intently, and Soundwave shuttered his optics against it once more, utterly humiliated. Several long minutes passed in total silence, the only sound the gentle ticking of cooling metal. Soundwave had almost convinced himself that Rafael had left, that his sensors were damaged in the rush and that he really couldn't tell if the human were still nearby or not, when Rafael broke the silence.

"Been a while?"

Soundwave twitched at the gross understatement. While by no means virginal, Soundwave had not bothered with relationships during the war, or during his days as a gladiator, which didn't leave much time otherwise. More recently, the restricted community aboard the _Nemesis_ had pretty much ejected the thought of even the occasional fling out of Soundwave's processor. Nor was he much of a mech for self-servicing, and as a result a simple armor polishing had driven him into an overload so fierce he'd nearly toppled offline.

To his horror, the human reached out, trailing a faint caress across his arm.

"That's not uncommon, you know," Rafael pressed on. "What happened to you, there." He gave a wry chuckle, though Soundwave could hardly see what could be funny. "Y- I didn't tell you this, but you shoulda' seen Optimus… Jeez, the guy just about blew up, couldn't keep it together at all… You did alright, but I think he's got a kink or something…" Rafael stood, and Soundwave unshuttered his optics to watch the man as he wiped some of the condensation from Soundwave's chest with one hand. "Try just letting go, sometime, though… 'd do you wonders. Trust me." And with that, the human was on the floor, scooping up the battered buffer and his other supplies before disappearing out the door. Soundwave remained where he lay, processor whirling.

oooooooooooooooooooo

The silo was silent and dark. The Autobots were resting, but Soundwave remained restless, his processor still tangled up in the events of that morning. He sat, staring down at the reflection of his own fingertips in the now glassy shine of his armor, the glow of his own optics glittering faintly in the reflection.

Nearby, he could hear the steady breathing and heartbeat of the perplexing human Rafael as he slept. Soundwave had learned that the room Rafael lived in had once belonged to the late Autobot, Cliffjumper. Though modifications had been made, and some human furniture had been moved into one corner of the room, the quarters were still equipped to accommodate Cybertronians. Thus, when not under the watchful optic of the other Autobots, Soundwave resided here. With Rafael. He turned slightly to watch the young man idly.

No mention of the incident in the washroom had arisen, though from how the human had spoken, Soundwave doubted such an incident was truly secret. Ratchet in particular had watched him more closely than usual, but said nothing. The medic had simply announced that he expected he would be finished with the construction of a new face-mask for Soundwave by the end of the following day. This was a great relief for Soundwave. It was also a source of some conflict for him. He could leave, at last, find Laserbeak, find the _Nemesis_, and return to Lord Megatron.

If Lord Megatron would have him. He had still been completely unable to hail any sort of response from _anyone_, and he'd been trying nearly constantly since the altercation in the desert, going so far as to schedule automated comm. pings during recharge, all to no avail.

The apparent rejection…hurt. Soundwave had no misgivings that he'd made a poor choice, but had assumed that after long centuries of unwavering loyalty and support to Megatron, that maybe he'd have, to use the human saying, built up a few brownie points.

And then there was the source of all his trouble. He watched Rafael toss slightly in his sleep, mumbling incoherently to himself.

_"Hey…"_ Rafael had left Soundwave alone for most of the day, but that evening as they'd turned in for recharge, he'd broached another tender subject with Soundwave. _"I know you're probably itching to get back to 'Ol Megatron but... You don't have to leave just because Ratch gets your mask done. Y-you could stay…. If you wanted to."_

It was the most ridiculous suggestion anyone had ever made, and that _included_ Starscream's countless ploys against Megatron, and the resultant excuses. And yet, here he was, loosing precious recharge hours over it.

Rafael sat up abruptly, and Soundwave could see the human looking over at him through the dark.

"Hey," Rafael said quietly. His voice was softer, mushy with drowsiness. He wore a crooked little smile, fully aware that he'd just caught Soundwave watching him sleep. The human reached a hand out towards Soundwave, and the Decepticon stood from where he'd been perched on the edge of his berth. In three long strides he was towering over the tiny berth the human used. He could see the color of his optics reflected in the glassy whites of the humans'. He hesitated, staring down at Rafael in silence for at least a minute. Rafael simply gazed up at him passively, waiting.

Soundwave knelt beside the tiny bed and it's even smaller occupant. Rafael reached out and caught one of Soundwave's fingertips in one hand. Soundwave watched the human explore his hand, mostly by feel, in the dark. He let the joints of his fingers be manipulated, allowed his wrist joint to rotate freely as Rafael turned his hand over, palm up. He then nearly toppled over backwards in his rush to pull it away from the human's grasp when Rafael quite suddenly bent foreword to press a kiss to the center of his palm. Rafael chuckled faintly. Soundwave stared down at his own palm, stunned. The warm and astoundingly soft press of the human's lips against his plating had been electric in a way that made no sense to Soundwave.

"Sorry. I'm still trying to figure out what it will take to convince you to stay," Rafael admitted. Soundwave sat back, thoughtful. If he were honest with himself, he was wondering the same thing. He knew that Rafael understood his culture enough to understand full well what he was offering with a tactile relationship, but Soundwave wasn't so sure he was even _into_ that.

He eyed the human in the dark with mixed interest in disdain. _Eloping with vermin, Soundwave? _Oh, but Megatron would throw a crankshaft to see Soundwave now. Was he really that desperate? Or glitched?

"Soundwave, I can practically _hear_ your circuits burning." Raf pointed out wryly. Soundwave's focus snapped back to the human male. Raf's expression was firm, crinkled with stubborn determination as he watched Soundwave through the darkness, arms folded over his bare chest. That look, more than any words, sparked enough frustration in Soundwave to act on impulse. He stood, stepping away from the human's berth. He noted with satisfaction that Rafael's eyes widened in surprise at the abrupt movement.

Still vaguely wondering just what in the pit he was_ doing_. Soundwave took a moment to concentrate. It had been eons since he'd done this, and a miscalculation could be catastrophic.

Mapping out the program to completion in mere seconds, Soundwave moved. Folding, collapsing in on himself, storing away superfluous matter into subspace until he'd shrank down to something just a little taller than Rafael when the human stood upright. He stood by the man's bedside, straightening up proudly, and indulged in just a little bit of mirth as the human's mouth swung open in awe. The two stared at each other for a long moment, before Rafael leapt up to kneel on the berth, catching Soundwave by his arms and tugging excitedly.

"You can _mass-shift_?" Soundwave cringed slightly at the sudden volume the human used. The stunned awe Soundwave had expected. This unbridled excitement, he had not. He watched helplessly as his plan began to backfire in slow-motion. "Holy…_wow!_" Raf's voice was lowering to a more appropriate volume again, at least, as he pulled on Soundwave, turning him to better examine the results. "Wow…jeez… is there anything you _can't_ do? You're slagging amazing, I swear…" The human seemed to be almost muttering to himself now as he continued to admire Soundwave's handiwork, repeatedly regaling the Decepticon with words of admiration and compliments.

Soundwave was feeling increasingly awkward by the moment under such attention, and Raf's hands on his armor were starting to leave this horribly delightful burning sensation in their wake.

"Stop." He spoke softly, knowing that just his voice alone would have a weighty impact without having to place any real force behind the command. Rafael went quiet and sank back to sit on his heels, simply regarding Soundwave with a small smile. Somehow, this made Soundwave feel utterly defeated.

Raf reached out and caught Soundwave's wrist, tugging gently, and Soundwave relented, moving to sit at the foot of the berth. Rafael did not release his arm, however, his thumb running circles over the joint. Soundwave stared down at the point of contact, the plating growing warm under Rafael's touch. He did not move away when the human scooted closer. In short order careful, cautious touches turned into a full-on manual exploration of Soundwave's newly compact body. He sat still, shivering occasionally at the sensations. Giving in to the attention, he indulged in speaking his mind.

"You ought to reserve your affections for your own species."

Rafael only chuckled, dipping his fingers under a layer of armor to prod at the almost silken metal of raw protoform beneath. Soundwave's ventilations hitched.

"I could say the same for you." Raf pointed out. "You know it's not always so simple though." This earned the human a low grumble, and then Soundwave fell back into total silence.

He let his processor swim in sensation and thought as Rafael's exploration grew ever bolder. He couldn't deny he was enjoying the attention…in a number of ways. Rafael's immediate intentions were clear, but what he wanted from this was a much foggier topic. Soundwave had very little to work with regarding the human social structure, and with Raf he couldn't be sure if any of it would apply anyway. He seemed to be psychologically trapped somewhere between Human and Cybertronian.

Out of nowhere Raf's hand fell quite deliberately over an exceptionally sensitive bundle of wires at the inside of Soundwave's hip-joint, and the grip twisted ever so slightly. The sensation was, mildly put, utterly delicious and Soundwave was jerked back into the moment with a full-body shudder.

"Hey, you mind?" Raf was teasing him. "You can brood later." He gave the bundle of wires another gentle tug, and Soundwave toppled back onto the berth with a gasp, letting the human crawl over him. Something warm and soft covered his lip plates; a kiss, he realized. The sensation was truly as alien as he feared it would be, but not objectionable like he expected. He melted into the feather-soft touch, and the anxiety he hadn't realized he'd been feeling melted away into something negligible, to be set aside for later examination. He brought his hands up to the warm, bare back, and marveled at the equal measures of firmness and supple softness of skin over muscle and bone. Rafael gave a low groan, arching his back into Soundwave's hands, even as both of his dipped back under Soundwave's chest armor caressing tender sensors underneath. Soundwave had been losing by degrees in his battle against logic all night, but it was that last touch that blew the opposition out of the water, and with only a passing acknowledgement of his defeat against himself, Soundwave gave in, just once, to his spark and his body's needs.

Soundwave hadn't recharged so deeply in eons. When he eventually came back online, late the next morning, it was to the sound of approaching footsteps in the hallway. He stiffened, torn between staying put and waking the still slumbering Raf, now thoroughly entangled within Soundwave's own arms and legs. There was no extracting himself gracefully, and so this was how he was found when the door abruptly slid open, revealing Ratchet. The medic's optics grew large to the point of hilarity before he turned on one pede and backtracked straight back out the door without a word. Horrified, Soundwave wondered what would happen to him, caught with obvious amorous intentions with the Autobot's precious pet human. At his side, however, strangled giggles arose before Rafael broke into true, roaring laughter.

"Oh…Primus that was priceless!" Soundwave shifted uneasily, at last untangling from the human's limbs, and sat up, letting his human see the anxiety in his face. Rafael simply leaned in and kissed him lightly, smiling. "I'm a big boy, I can choose for myself. Don't worry about what they think." Easier said than done, Soundwave thought, but he nodded.

Ratchet had, apparently, not said a word to the other 'Bots about what he'd seen. Now, as Soundwave stood before him, the medic did his best to remain passive, though Soundwave watched as the 'Bot's optics continued to dart between himself and Rafael, standing nearby. Ratchet handed Soundwave his newly constructed face mask for examination.

The medic had done an excellent job, and Soundwave, though no slouch at engineering himself, couldn't help but admire the Autobot's handiwork. Stepping back slightly, he fitted back over his faceplates, the dark glass sliding easily into place. The HUD immediately lit, all of Soundwave's familiar programming back in place. He felt himself relax, let the relief of being back in his comfort zone flood him. He glanced down at Rafael, and the young man grinned up at him.

"I would recommend," Ratchet broke in, catching both human and Decepticon attentions. "That should you endeavor in any more mass shifting, that you remove that first, seeing how it's not a direct result of your bio-engineering code. I'd rather not have to build another any time soon."

Rafael let a laugh slip. Ratchet turned on the human.

"And you! You…. You…!" He trailed off, caught off guard by Rafael's entirely smug impression, seemingly unable to complete his thought. Soundwave decided to intervene before the medic broke into one of his notorious tirades.

"Thank you." He said, lowering his shoulders into a shallow bow. In doing so he'd successfully stunned the medic into silence. Safely hidden once more behind the mask, he let a smile creep into his features. The medic looked utterly baffled, and even glanced back towards Optimus, passively listening in nearby. The Prime nodded.

"Welcome." Ratchet said roughly, and reached over, slapping down the switch for the ground bridge. Behind Soundwave, the electric green portal opened up, roaring with energy.

"You're free to go, as we promised," Optimus said, stepping forward. "We are truly grateful for your assistance to Rafael."

Soundwave turned, staring through the glowing portal, a faint glimpse of desert showing through the other end. He turned back, staring down at Rafael. The young man's face was passive, but his eyes glittered wetly. Putting on a brave face though he was, it was clear to Soundwave that saying goodbye was not on the human's preferred agenda. In this moment, Soundwave knew he stood much to lose, or gain, with a simple stay or go decision. In the end, deciding became easier than he'd expected. He turned his back on the ground bridge, reaching past Ratchet and flipping the switch back into the 'off' position.

That in itself, Soundwave mused, was worth it just for the line of shocked faces, and the one beaming smile from his human.


End file.
